Liquidation value

From CEOpedia

Liquidation value is an estimate of the net amount that would be realized from selling a company's assets piecemeal, typically under conditions where the business ceases operations, representing a floor below which enterprise value rarely falls (Damodaran A. 2012, p.612)[1]. When a company fails, its assets don't vanish—they're sold. The factory, the equipment, the inventory, the intellectual property—each has some value to buyers, even if far less than what the going concern could generate. Liquidation value captures this scenario: what would investors receive if the company were dismantled rather than operated?

The concept serves multiple purposes. It establishes a valuation floor for troubled companies. It helps bankruptcy courts allocate value among creditors. It informs secured lending decisions—banks want to know what collateral would fetch if the borrower defaults. For investors in distressed securities, liquidation value analysis determines whether sufficient recovery exists to justify the investment.

Types of liquidation value

Liquidation conditions significantly affect realizable value:

Orderly liquidation value

Reasonable timeframe. Orderly liquidation assumes sufficient time to market assets properly and find appropriate buyers—typically six to twelve months.

Maximizing proceeds. Without immediate pressure, sellers can wait for better offers, properly present assets, and negotiate terms[2].

Professional marketing. Assets are advertised, auction processes are conducted, and sales channels are utilized effectively.

Higher recovery. Orderly liquidation typically recovers more than forced liquidation because better-matched buyers can be found.

Forced liquidation value

Compressed timeline. Forced liquidation assumes immediate need to sell—typically 60-90 days. Auctions, bulk sales, or whatever generates quick cash.

Distress discount. Time pressure reduces bargaining power. Buyers know the seller must sell and bid accordingly.

Limited buyer pool. Short timelines attract only buyers who can move quickly, excluding many potential purchasers[3].

Lowest recovery. Forced liquidation represents the floor—what could be realized under worst-case conditions.

Net liquidation value

After costs. Net liquidation value subtracts the costs of liquidation—auction fees, broker commissions, legal expenses, employee termination costs, lease breakage penalties.

Realistic recovery. This is what stakeholders would actually receive, not gross proceeds.

Valuation methodology

Calculating liquidation value requires systematic asset analysis:

Asset categories

Cash and equivalents. Face value minus any restrictions or trapped cash.

Accounts receivable. Collectible amounts, typically discounted for collection difficulty and timing. Aged receivables receive deeper discounts.

Inventory. Salable inventory at market prices minus selling costs. Raw materials may retain value; work-in-process often has limited value; finished goods depend on markets[4].

Fixed assets. Real estate, equipment, vehicles, machinery at estimated sale prices. Specialized equipment often sells at deep discounts.

Intangible assets. Patents, trademarks, customer lists—may have significant value to strategic buyers or minimal value in distress.

Adjustment factors

Condition adjustments. Asset condition affects value. Well-maintained equipment fetches more than worn equipment.

Market conditions. Industry conditions affect recovery. Equipment worth more during industry booms; less during busts.

Location. Geographic location affects real estate and equipment values.

Specialization. Highly specialized assets have fewer buyers and sell at discounts.

Liability treatment

Secured claims. Secured creditors receive collateral value (up to their claim amounts) before unsecured creditors.

Priority claims. Administrative expenses, taxes, and employee claims often have priority[5].

Unsecured claims. General creditors receive residual after secured and priority claims.

Applications

Liquidation value serves multiple purposes:

Bankruptcy proceedings

Chapter 7 vs. 11. Creditors compare liquidation value (Chapter 7 recovery) against reorganization value (Chapter 11 continuation). If liquidation exceeds reorganization, Chapter 7 may be preferred.

Plan confirmation. Bankruptcy plans must demonstrate that creditors receive at least what liquidation would provide (the "best interests" test).

Secured lending

Collateral valuation. Lenders estimate net orderly liquidation value of collateral when sizing loans. Asset-based lenders advance percentages of NOLV.

Advance rates. Typical advance rates: 80-85% on accounts receivable, 50-65% on inventory, varying percentages on equipment depending on type[6].

Loan monitoring. Ongoing borrowing base calculations track collateral values against outstanding loans.

Investment analysis

Floor valuation. Liquidation value establishes minimum value—a company's stock shouldn't trade below liquidation value per share unless bankruptcy costs would consume all assets.

Distressed investing. Investors in troubled companies analyze liquidation scenarios to understand downside protection.

Margin of safety. Value investors may seek stocks trading below liquidation value, reasoning that even failure would preserve capital.

M&A considerations

Walk-away analysis. Acquirers analyze liquidation as an alternative to continued operation.

Breakup value. Conglomerates may be worth more liquidated than operating if parts exceed whole.

Relationship to other values

Liquidation value relates to other valuation concepts:

Fair market value. What willing buyers would pay willing sellers, assuming both have reasonable knowledge and neither is under compulsion. FMV typically exceeds liquidation value.

Book value. Accounting values may exceed or fall short of liquidation value depending on asset appreciation, depreciation accuracy, and market conditions[7].

Going concern value. Value of operating business including synergies, customer relationships, and growth potential. Going concern value exceeds liquidation value for viable businesses.

Limitations

Liquidation value analysis has constraints:

Estimation difficulty. Predicting sale prices for diverse assets involves substantial uncertainty.

Market condition sensitivity. Values fluctuate with economic and industry conditions. Analysis conducted during good times may overestimate crisis-period values.

Cost underestimation. Liquidation costs are easy to underestimate—legal fees, environmental cleanup, termination liabilities can be substantial[8].

Time assumptions. Actual liquidation timelines may differ from assumptions, affecting recovery.


Liquidation valuerecommended articles
Business valuationBankruptcyAsset managementFinancial analysis

References

Footnotes

  1. Damodaran A. (2012), Investment Valuation, p.612
  2. Pratt S.P. (2008), Valuing a Business, pp.234-256
  3. American Society of Appraisers (2023), Asset Valuation Standards
  4. Damodaran A. (2012), Investment Valuation, pp.623-634
  5. Altman E.I. (2006), Corporate Financial Distress, pp.89-112
  6. Pratt S.P. (2008), Valuing a Business, pp.267-289
  7. Damodaran A. (2012), Investment Valuation, pp.635-648
  8. Altman E.I. (2006), Corporate Financial Distress, pp.145-167

Author: Sławomir Wawak